Richland Resources Ltd Placing of approximately GBP100,000 gross (9778F)
March 12 2020 - 11:30AM
UK Regulatory
TIDMRLD
RNS Number : 9778F
Richland Resources Ltd
12 March 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION .
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Richland Resources Ltd or other evaluation of any
securities of Richland Resources Ltd or any other entity and should
not be considered as a recommendation that any investor should
subscribe for or purchase any such securities .
12 March 2020
Richland Resources Ltd
("Richland" or the "Company")
Placing of approximately GBP100,000 gross
Richland (AIM: RLD) is pleased to announce that the Company has
conditionally raised, in aggregate, approximately GBP100,000
(before expenses) through a placing of 83,333,333 new common shares
of US$0.0003 each in the capital of the Company ("Common Shares")
(the "Placing Shares") with an existing major shareholder, Mark
Greenwood, and certain new investors at an issue price of 0.12
pence per Placing Share (the "Issue Price") (the "Placing").
Details of the Placing
The Placing was arranged via Peterhouse Capital Limited
("Peterhouse") as agent of the Company. Pursuant to the Placing, in
aggregate, 83,333,333 new Common Shares will be issued at the Issue
Price of which 41,666,667 will be issued to Mark Greenwood (the
"Greenwood Placing Shares") and the balance to certain new
investors. The Issue Price represents a discount of approximately
17.2 per cent. to the closing middle market price of a Common Share
of 0.145 pence on 11 March 2020, being the latest practicable
business day prior to this announcement.
Peterhouse are due 5 per cent. commission on the gross proceeds
of the Placing with new investors and 1 per cent. commission on the
gross proceeds of the placing with Mark Greenwood.
The Placing is conditional upon admission of the Placing Shares
to trading on AIM.
The Placing Shares represent, in aggregate, approximately 7.52
per cent. of the Company's issued share capital as enlarged by the
Placing Shares (the "Enlarged Share Capital"). The Placing Shares
will rank pari passu in all respects with the Company's existing
Common Shares and will be issued fully paid.
Use of Proceeds and Directors Fees
As previously announced on 2 January 2020 , the Company is
currently an AIM Rule 1 5 cash shell and , as such, is required to
complete a reverse takeover under AIM Rule 14 or otherwise seek
re-admission to trading on AIM as an investing company pursuant to
AIM Rule 8 by 30 June 2020. The Company is focussed on identify ing
a suitable reverse takeover transaction and the net proceeds from
the Placing will be utilised to actively pursue this strategy, with
a particular focus on precious metals projects, as well as
providing funds to meet the Company's general corporate working
capital. However, there can be no guarantee that the Company will
be able to secure a suitable reverse takeover transaction and
subsequently be re-admitted to AIM.
To assist the Company in cost-effectively meeting its
objectives, the Company's directors have not been paid any fees
since 1 July 2019 and have agreed to defer payment until the
earlier of the completion of a transaction approved by shareholders
and 30 June 2020.
Related Party Transaction
The abovementioned participation by Mark Greenwood in the
Placing (the " Greenwood Placing ") is deemed to be a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies as
Mr Greenwood is an existing substantial shareholder in the Company
. Accordingly, the Company's directors , having consulted with the
Company's Nominated Advis e r, Strand Hanson Limited, consider that
the terms of the Greenwood Placing are fair and reasonable insofar
as the Company's shareholders are concerned.
Mark Greenwood currently holds 163,300,000 Common Shares and
with the Greenwood Placing shares will hold, in aggregate, 20 4
,966,666 Common Shares in the Company representing approximately
18. 5 per cent. of the Company's Enlarged Share Capital .
Admission to trading
Application will be made to the London Stock Exchange for
admission of the abovementioned Placing Shares and Commission
Shares to trading on AIM ("Admission") and it is expected that
Admission will become effective and that dealings in the Placing
Shares will commence at 8.00 a.m. on 18 March 2020. Following
Admission, the Company will have 1,108,172,891 Common Shares with
voting rights in issue and holds a further 7,275,000 Common Shares
in treasury.
For further information, please contact :
Anthony Brooke Edward Nealon Mike Allardice
Chief Executive Officer Chairman Group Company Secretary
+66 81 854 1755 +61 409 969 955 +852 91 864 854
Nominated Adviser Broker
Strand Hanson Limited Peterhouse Capital Limited
James Harris Duncan Vasey / Lucy Williams
Matthew Chandler (Broking)
James Bellman Eran Zucker (Corporate
+44 (0) 20 7409 3494 Finance)
+44 (0) 20 7469 0930
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014.
Note to Editors :
Further information is available on the Company's website:
www.richlandresourcesltd.com . Neither the contents of the
Company's website nor the contents of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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